Form S-8 - Securities to be offered to employees in employee benefit plans

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on May 22, 2024

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

MainStreet Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Virginia	81-2871064
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10089 Fairfax Boulevard Fairfax, VA	22030
(Address of Principal Executive Offices)	(Zip Code)

MainStreet Bancshares, Inc.

2019 Equity Incentive Plan (as amended)

(Full title of the plan)

Jeff W. Dick

Chairman, President and CEO

MainStreet Bancshares, Inc.
10089 Fairfax Boulevard

Fairfax, VA 22030
(Name and address of agent for service)

(703) 481-4567

(Telephone number, including area code, of agent for service)

Copy to:

Edward B. Crosland, Jr.

Jones Walker LLP

499 South Capitol Steet, SW, Suite 600

Washington, DC 20003

(202) 203-8100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 (the “Registration Statement”) is being filed by MainStreet Bancshares, Inc. (the “Registrant”) to register an additional 500,000 shares of its common stock, $4.00 par value per share (“Common Stock”), issuable to eligible participants under the MainStreet Bancshares, Inc. 2019 Equity Incentive Plan, as amended, which are securities of the same class and relate to the same employee benefit plan as those shares of Common Stock registered on the Registrant’s registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on August 7, 2019 (Registration No. 333-233077) which is hereby incorporated by reference, except to the extent modified by this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

5.1 Opinion of Jones Walker LLP.

23.1 Consent of Yount, Hyde & Barbour, P.C.

23.2 Consent of Jones Walker LLP (included in Exhibit 5.1).

24.1 Powers of Attorney (included in the signature pages of this Registration Statement).

99.1 MainStreet Bancshares, Inc. 2019 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 16, 2024).

107 Calculation of Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Fairfax, Commonwealth of Virginia, on May 22, 2024.

MAINSTREET BANCSHARES, INC.

By:

/s/ Jeff W. Dick

Jeff W. Dick

Chairman, President and CEO

(Duly Authorized Representative)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Jeff W. Dick, Thomas J. Chmelik and Richard A. Vari, or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that such attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Jeff W. Dick	Chairman, President and Chief Executive Officer	May 22, 2024
Jeff W. Dick	(Principal Executive Officer)
/s/ Thomas J. Chmelik	Senior Executive Vice President, Chief Financial Officer and Director	May 22, 2024
Thomas J. Chmelik	(Principal Financial Officer)
/s/ Richard A. Vari	Senior Vice President and Chief Accounting Officer	May 22, 2024
Richard A. Vari	(Principal Accounting Officer)

/s/ Elizabeth S. Bennett	Director	May 22, 2024
Elizabeth S. Bennett
/s/ Charles C. Brockett	Director	May 22, 2024
Charles C. Brockett
/s/ Rafael DeLeon	Director	May 22, 2024
Rafael DeLeon
/s/ Russell Echlov	Director	May 22, 2024
Russell Echlov
/s/ Darrell Green	Director	May 22, 2024
Darrell Green
/s/ Paul Thomas Haddock	Director	May 22, 2024
Paul Thomas Haddock
/s/ Patsy I. Rust	Director	May 22, 2024
Patsy I. Rust
/s/ Terry M. Saeger	Director	May 22, 2024
Terry M. Saeger

Exhibit 5.1

May 22, 2024

MainStreet Bancshares, Inc.

10089 Fairfax Boulevard

Fairfax, VA 22030

Ladies and Gentlemen:

We have acted as counsel to MainStreet Bancshares, Inc., a Virginia corporation (the “Company”), in connection with the Company’s preparation of its Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to registration under the Securities Act of 1933, as amended (the “Securities Act”), of an additional 500,000 shares of common stock of the Company, $4.00 par value per share (the “Common Stock”). The Common Stock is to be issued under the MainStreet Bancshares, Inc. 2019 Equity Incentive Plan, as amended (the “Plan”).

We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates we have reviewed.

Based upon the foregoing, we are of the opinion that the shares of Common Stock to be issued by the Company pursuant to the Plan after the filing of this Registration Statement are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the Plan, will be legally issued, fully paid, and non-assessable.

We express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (“Laws”) of the federal Laws of the United States or the applicable Laws of the Commonwealth of Virginia. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Sincerely,

/s/ Jones Walker LLP

Jones Walker LLP

499 South Capitol Street, SW, Suite 600 | Washington, D.C. 20003 | T: 202.203.1000 | F: 202.203.0000 | joneswalker.com

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of MainStreet Bancshares, Inc. of our report dated March 20, 2024, relating to the consolidated financial statements of MainStreet Bancshares, Inc., appearing in the Annual Report on Form 10-K of MainStreet Bancshares, Inc. for the year ended December 31, 2023.

/s/ YOUNT, HYDE & BARBOUR, P.C.

Owings Mills, Maryland

May 22, 2024

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

MainStreet Bancshares, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered ⁽¹⁾	Proposed Maximum Offering Price Per Unit ⁽²⁾	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $4.00 per share	Rules 457(c) and (h)	500,000	$17.37	$8,685,000	0.00014760	$1,281.91
Total Offering Amounts					$8,685,000		$1,281.91
Total Fee Offsets							—
Net Fee Due							$1,281.91

(1)	This Registration Statement registers 500,000 additional shares of common stock of MainStreet Bancshares, In. (the “Registrant”) that may be issued to participants pursuant to the Registrant’s 2019 Equity Incentive Plan, as amended (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares of the Registrant’s common stock being registered hereunder includes such indeterminate number of additional shares of the common stock as may become issuable pursuant to the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected that results in an increase in the number of shares of outstanding common stock without the Registrant’s receipt of consideration.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, based upon the average of the high sales price ($17.68) and the low sales price ($17.06) for the Registrant’s common stock as reported on the Nasdaq Capital Market on May 17, 2024.